What Makes You Human
by TheDaleks
Summary: When The Winter Soldier was still new Hydra got the idea to give him someone to take care of and keep him company through the years. But what happens to Noel now that he's free? Rated M for future Chapters.
1. Prologue

**Don't own any of the Marvel people.**

 **Prologue:**

Noel stared nervously at the man she'd been brought to, hands in her lap. She didn't know how she'd gotten there or even how she'd been injured, but apparently they weren't trusting her to walk just yet. She didn't blame them at all. Her head hurt and she didn't know she'd be able to focus on keeping on her feet. The young woman assumed that her name was Noel. It was on the hospital ID bracelet. Was this a hospital?

She rubbed a tender spot on the side of her head and winced, nearly missing the words coming from the man behind her. "She's all yours. We picked her up special just for you and set her up nicely. You go under and she goes under. Consider her a gift that you can keep so long as you behave."

Noel wanted to protest that she wasn't a piece of meat or a doll, that she wasn't something that could be passed over as a gift, but whatever sedatives she'd been given beforehand made her mouth feel like cotton. In stead she made due with clenching her jaw and glaring down at her knees uselessly. Anything to avoid the cold man's stare. He only nodded when told that she was his and she could feel his steely eyes staring at her, freezing her. She was scared. It had only been made worse by the idea that she couldn't remember anything. There was nothing for her to compare this experience to.

She breathed a sigh of relief when he turned away and the doctor put Noel in the corner of the room, next to one of the two cots that were in the room. She was so cold that the thin blanket seemed like a bit of heaven compared to sitting in the chair. When the doctor was gone she got on the cot and wrapped herself up in the bedding. There was a moment of shock when the man came to her side and held out a glass, seeming to understand that she couldn't talk with her mouth so dry.

"Drink." There was no inflection, no lilt to let her know his origin or personality. She looked up and her eyes caught his, managing the smallest smile before sipping the water.

It took a few drinks and a small cough before she could talk. "Thank you. Do you know where we are?"

His head shook.

Noel chose to try again and ask something else. "Is this a hospital?"

Another shake of the head.

There was a small burst of frustration and she was nearly ready to shout, but something triggered and she went into a small coughing fit.

The man stabilized her hand that had the water in it and frowned. "Drink. It'll hurt less."

She was desperate and just took another drink of water, waiting until her lungs had calmed down before setting it on the seat of her wheel chair. "Thank you."

"I did nothing." He replied with his flat voice.

Noel shook her head. "You gave good advice. I would have just coughed and coughed until I was blue in the face... I take it that you've gone through the same then?"

There was a small frown, but then a nod. Her heart lifted. Now she knew that she wasn't as alone and scared that she had been just a few minutes ago. As a show of good will she moved to the side a bit and patted so that he could sit on the cot next to her. It was a minor improvement to having the man standing over her.

She played with her ID bracelet and smiled a bit when he gave in and sat. "So... Do you have a name?"

"Can't remember." There was something in his voice this time to suggest pain.

Noel showed him her ID bracelet. "So you don't have one of these? Nothing to suggest that you're someone with a name or a past?"

He shook his head again, gently pushing her hand back toward herself. She frowned a bit and nodded, thinking hard about it. She was stuck with someone and didn't know what to call him, but then again he didn't know what to call himself. She moved closer to him to try and warm up, not understanding who thought that this temperature was appropriate for a room that was comfortable.

"So you don't know who you are and I don't know who I am, but we're stuck together. So let's make the best of it." She waited for him to pull away or something, but was pleased that he stayed right where he was. She chose now to take stock of her surroundings. There was a bare floor and white walls. In the corner was a door to what she could only assume was a bathroom and then there was the door leading to the rest of this place. It's the exit to this room that she was more afraid of. There was a creeping suspicion that she didn't ever want to know what this place was or what was waiting on the other side.

She watched him and saw the barest hint of a smile on his face, her heart skipping a beat. That was not something that she had expected. Noel shook her head and left it to the idea that he had a very nice smile and was very handsome. That was it. That and he was the only male she could remember that didn't make her want to climb in a hole and never come back out. She didn't even mind the fact that his arm seemed to be covered in armor. Or was that his arm?

The two of them sat together in a comfortable silence and at one point she'd even gotten as bold as to hold onto his human hand, closing her eyes. She was scared and in a place that she knew nothing about, but at least she wasn't all alone. She had someone that knew exactly what she was going through in that moment. It was better to have that then to have nothing at all.

All too soon though someone had come in to interrupt their peace, addressing the man in stead of her. "Bring her into the cryo room. The two of you are going under."

He squeezed her hand and started standing, Noel feeling a spike of terror as he helped her up from the bed. "Leave the blanket. It's okay. It only hurts when you wake up and even then it's only for a little while."

Noel held tight to his hand as they were lead down a hall and into the room. Being torn from him brought tears to her eyes as he was put into a tank and immediately frozen, trying to pull from the men that were guiding her to a similar chamber. There was no way someone could live through being frozen right? They'd just killed him. The men had to strap her in and she struggled, screaming to be let go. A tear fell as the men flipped a switch and she froze.


	2. Chapter 1

**Still don't own anything from Marvel.**

 **Chapter One:**

Bucky hadn't known what to expect when he went back for Noel, ready to fight tooth and nail only to see that the place had already been cleared out. The coffee in the pot was still warm. He hurried to their room and saw that her bed hadn't been disturbed. It was like they never even went to wake her up. At first she'd always be taken out of cryo at the same time as him, but then she'd started forming depression and attachment issues from having him gone so often and her being alone with people who didn't actually care for her well being. At his request they started thawing her right before his missions were over just so that she'd had a few days with him to herself.

It made him feel hopeful. Maybe they had just left her in her chamber. He could start the thaw sequence and she'd be safe for them to start their lives together. Bucky ran back to the freezer with his gun in his hand just in case it was a trap. stopping short at the door. Her chamber was open and he was laying on the examining table.

At a first glance he was sure that Noel was gone, pale as a cadaver with her golden hair damp from the melted ice. Bucky hurried to her and stopped short, his hands hovering. He was too scared to even touch her in case she really was gone. There were tears in his eyes and he gave in to himself, cradling her to his chest and burying his face in her hair. Noel had been everything to him in these horrible times. She was the one that he came to and Noel was the one that he'd been able to protect until now. Now she was gone. He gripped tight to her and felt a sob rip through him, calmed the second that he heard something.

Breathing. It was a choked wheeze, but his Noel was breathing.

He had to get her out of here. He needed to get someone medical to take a good look at her. Noel was supposed to be warm with rosy cheeks and red lips. She wasn't supposed to be this still and this pale. He suspected that this place wouldn't be empty for long, grabbing one of the wool blankets and bundling her up.

"It's okay. I'll find you someone. You'll be okay. Just like every other time." His voice shook and Bucky had to force himself to sound happy. She didn't like when he kept his voice free from emotion. Her idea that it actually made a difference on the situation.

Bucky tucked the small woman in against his body to try and warm her up, hurrying out to the car. He was surprisingly steady as he settled Noel into a seat and buckled her in, still wrapped in blankets. When he was in the car he turned up the temperature as high as it would go and started driving. Who could he take her to? He couldn't take her to a hospital without explaining what she'd been subjected to and he couldn't just kidnap a doctor. Noel wouldn't forgive him if he did something reckless like that just after coming clean. There was a pause as he thought back to the man from before. Steve would have someone that could help. He had to or, at the very least, he'd be able to call someone in to help.

He had remembered seeing news or something like that about him being in New York now, so he started to drive. It wouldn't take him too much time as long as he could avoid the police. Bucky continued to listen to Noel's breathing, hoping that her breathing meant that she would come out of this without much trouble. For the first half hour he kept his focus on the road and obeyed the speed limit, not looking to her because he knew that seeing her condition would make him want to break every traffic law that there was.

As it was he already knew he couldn't afford to make any stops.

* * *

The man spared a glance later as they went over the New York state line and frowned. Her coloring was getting worse and her breathing had gone from a faint wheeze to nothing but a faint hitching. He felt fear for her life for the first time. Hydra may have made threats to her in the past, but there was never the risk of him remembering before and he'd never doubted that she was going to come out of it okay. He'd always been taking care of her.

He remembered the first time they'd woken up together and how scared that Noel had been when she opened her eyes. It had been like she woke up from a bad dream and she had launched herself at him, holding on tight and telling him that he lied and that it had hurt much more than he said. He hadn't been able to stay with her and help her relax, needing to complete the job that they'd thawed for him. He reached over and tucked a strand of her golden curls behind her ear, wanting her eyes to open and for her to look at him. Bucky would have given everything for her to pop up and say that it was just a silly joke.

When he put his focus back to the road in front of him there was the flash of something in his peripheral, a motorcycle passing him. It only took a moment for him to recognize his long time friend going down the road, and if his memories hadn't pinned it as Steve then the shield strapped to his back did the trick. It might have been a trap for the person he needed to just land right in his lap, but Noel was in danger and Bucky would happily spend every second of the rest of his life in a prison cell being tortured if it meant that she was healthy in the end.

It was that thought that had him recklessly following Steve Rogers down the road as fast as he could. He sped up when the motorcycle began to speed and changed lanes when he did. He hadn't taken full stock of the damages to Noel and couldn't afford to lose his friend. Captain America had to know at least one doctor that could take care of her. He'd been frozen himself after all. Even a normal doctor. Anyone as long as Noel woke up.

Steve gave a sudden turn and Bucky's tires screeched trying to keep up with him, suddenly in what seemed to be a secluded road. He was thinking that it was probably his friend going to a private residency. What he hadn't been been expecting was a row of people with guns waiting to close a gap after Steve drove through.

He stopped the car and stared at them for a long moment before unbuckling, his heart sinking when he realized there wasn't any sound coming from Noel. He reached for her wrist and felt for the pulse, feeling something faint and barely there. It wasn't enough. He unbuckled her and pulled the small woman over the divide, cradling her as he got out. Steve was watching him and he could see the shock on his face.

"Stand down! Put the guns down!" Steve took a few steps toward him, ignoring the looks from the men.

"Steve..." He couldn't hide his panic, eyes shining with tears as he took a few more steps to his old friend. Steve looked down to the woman in Bucky's arms.

"Bucky..." Steve started, "What did you do?"

He ignored the question. There would be time to feel betrayed later, but he couldn't think of anything but the woman in his arms. "Please save her. Please. Take me in, put me in prison... Torture and dissect me if you want, but you have to help her."

The guns were put away now and Steve closed the gap, taking stock of the woman and checking her pulse. He turned to one of the men. "Call in a doctor to the base. Classify it as urgent and get them yourself if you have to."

The man went trotting back to the building and Steve went to take Noel from Bucky, looking surprised when his old friend pulled back. Bucky didn't seem to trust him with her and that was going to be a problem. "Bucky, how are we going to help her if you won't let me take her in?"

"I... I can trust you with her?" He had a lot of doubt about leaving her in his friend's arms. If this was the moment that she died then he'd never forgive himself. It was that thought that had him pushing her into his friends arms. "Keep her warm."

Steve nodded and gave him a nervous smile, hurrying them into the Avengers training facility as fast as he could without bouncing the small woman in his arms. Bucky stayed hot on his heels to keep an eye on her. Steve may have been an old friend, but he knew Noel and froze with her. He knew that woman from the slight upturned corners on her lips to the prints on her fingers. Even, now that he remembered Steve, Bucky was unwilling to try living without Noel.

They went into a small clinic styled room and Steve set her on a bed, the blonde man checking again for a pulse. There was a nurse there that rushed over to take stock of Noel's condition. He looked to the two men. "You two need to go wait and I'll get her the oxygen and an IV."

Bucky felt panic clawing at his throat. "Keep her warm."

The nurse nodded and went to the cabinet for a heated blanket. "I can take care of her until the doctor comes. She's in good hands, but I can't work with two mother hens in the room. Now go and sit in the hall."

In the end Steve was pulling Bucky out to sit in a couple chairs. "Greg's a good nurse... He's a bit of a character, but you'll get used to him. Now why don't you tell me who the girl is and why she's so important?"

His breathing stalled watching as a doctor all but ran past the two of them into the office. "She's Noel."

"Noll?" His friend raised a brow.

"Spelled like Noelle without the le at the end." He smiled a bit. "It was on her bracelet the first time Hydra wiped her, so he assumed that it was her name. I never had the heart to say that it was her attending doctor's last name. Something to point out who's project she was."

Steve's face fell. "She's Hydra?"

Bucky was quick to shake his head. If Steve jumped to that conclusion then he'd try and stop them from saving her life. "She's mine. Hydra wanted me attached to someone so they'd have a little extra leverage."

"So why is she... You know... On her last legs?" Steve sounded hesitant and looked as if saying those words were like stepping on potential land mines.

"I don't know... She was supposed to be in cryo, but when I went to get her-" The dark haired man choked on his words. "She can't die, Steve. She's all I have that's really mine."

Steve patted his friend on the shoulder. "Then we make sure that she makes it out of this and is with you. I'm sure that the doctor will do everything possible."

The doctor came out after an eternity of waiting, looking tired. The woman had her red hair pulled back and on her coat was a name tag that said Hobbs. "Okay. Does this girl have a name?"

"Noel."

Doctor Hobbs gave him an odd look before shaking it off. "Whoever took her out wanted her to die. They stopped the thawing process halfway through and pulled her from the chamber. Anything that could have gone wrong did. We're looking at damaged organs and skin."

With every word Bucky felt his heart sink lower and lower until it seemed to be a mile beneath the earths surface. "Please tell me something good."

She looked down at her charts. "Well there's going to be some permanent damage..."

Steve shot her an annoyed look. It wasn't good news. "That's not good! Can't you tell us anything?"

Hobbs raised her brows at his tone. "But I did tell you something good. Permanent damage means that Noel is going to live."


	3. Chapter 2

**I don't own Marvel or any of it's people, but I own Noel.**

 **Chapter Two:**

Noel had to grit her teeth against the pain that rushed over her as she woke up, bringing the heels of her palms to dig into her eyes. She's always had some small form of pain during the thaw process, but this something deeper. Every breath she took burned and was accompanied with a wheeze while her chest felt like she was wearing a lead vest. When she was ready to open her eyes Noel moved her hands away, looking around the room.

Right away something was wrong. The bed was too comfortable, she was too warm, there was an IV in her hand, and her James wasn't there. In stead her eyes landed on a man with a sketch pad sitting just a few feet from her bed. No one was supposed to be near her but James. She'd named him herself and he was always there right when she opened her eyes. Noel looked around a bit more and began to worry, the blonde man setting his sketch book down to rub her back as she went into a coughing fit.

"It's okay... Lean forward and focus on breathing. In through your nose and out through your mouth. It's okay." He continued rubbing her back in slow circles and making soothing sounds until the cough passed, someone else coming close and placing an oxygen mask over her mouth and nose.

When Noel's lungs had finally stopped spasming she looked up to the man and took a breath to calm herself. "Where's James?"

He looked surprised when she asked that and there was fear that had started settling itself in her stomach. It only lightened some when he opened his mouth to talk. "How did you know that his name was James?"

"What are you talking about? I named him." During one of his missions Noel had asked for a baby book, not willing to call him the asset or the Winter soldier. She'd gone through that book with him for an entire afternoon before he said that he liked James. The blonde looked like he wanted to protest, but just sat back down.

"James went to get you a few things, Noel." She nodded. So they were in a new place.

"Is this still...? Are you one of them?" Noel wanted to get the clearest picture possible of what was going on so that she'd have adapted enough by the time James came back.

"No." He gave her a smile. "I'm a friend of his from before all that."

She looked into his eyes to find any traces of a lie and relaxed when she found none, extending a small hand. After decades without being able to trust anyone but James she was a little hesitant to give this man the benefit of the doubt.

"I'm Noel, but you know that already."

He shook her hand. "Steve Rogers, ma'am."

Noel was in shock at how her small hand was completely taken over by Steve's massive paw, but it dissipated quickly. She'd always been tiny and James was only a little smaller than this man. She let go and chose to settle back into the warm blankets, having used most of her energy in the panic. Noel chose to take things in while laying down and thought things over.

"If you're not Hydra-" She started, quickly interrupted by James running into the room.

"Noel!" He hurried over and pushed her hair from her face gently, taking in every detail.

"James," She laughed and smiled at him, "I'm fine. I'm just feeling a little sick. It's fine."

He looked her in the eyes with his mouth set in a grim line and she brought her hands up to cup his cheeks. This was her James. She'd been wiped a few times before, but he was the one thing that was constant. Even on their worst days when they fought constantly she couldn't shake the feelings of unconditional affection and love. Noel smiled at the scruff and pulled back, looking toward a rather uncomfortable looking Steve.

"You scared me to death." James' voice shook as he started gathering her into his arms.

"We have company, James."

Steve shook his head, his ears red. "I can go. I have to go talk to a few of the other people that are staying here and fill them in on the situation. You two just catch up. The doctor should be in soon enough to see how you're healing up and take a few tests."

"It was nice meeting you." There was a bit of laughter to her voice as Steve made a hasty retreat, James muttering a "see you later" without letting go or looking away from her.

She let him have his moment of hovering before opening her mouth. "Come on. I was in the chamber. It was just like every other time."

"No. It wasn't. They took you out and left you to die, Noel. Because of me. Because I remembered who I was." He held her just a little tighter. "If I was just a little later then you wouldn't be here."

Noel gently started pealing herself from his grip and shook her head. "You knew that eventually they would do something to hurt me. Now I'm free and so are you. And, assuming the giant named Steve was telling the truth, then it also means that you have a friend that missed you. We don't even know if I had a family, so I think that's pretty amazing."

He looked at her, conflict in his eyes. "You're right. We're free, but it came at the price of your health. The doctor said that there's permanent damage and they don't know how bad it really is until they do more tests."

"That explains a few things." Like how she couldn't breathe and the odd ache in her chest. She made room for him so that he could lay with her. "But can we talk about something happier? Like our life now that we're free?"

James got himself comfortable next to her and kissed the top of her head, bringing color back into her cheeks. She wasn't going to voice it, but now that they were free she was worried. He didn't need to stay with her. He could go off and be with whoever he wanted. Worse, he could stay out of guilt or something worse. Noel shifted herself carefully and rested her head on her chest, listening to his heartbeat. She didn't want to think of a life without him when she didn't even know what time they were in or if there was anyone alive that was looking for her.

"Well," he began, "first I think that I'd have to find a way to make money. Steve's given us permission to stay here or at his place until we find something that can be our own. And in all that time we have to get you healthy and up to date on the world around us."

She nodded. "I think that I would like trying to see what kind of things are out there now. I think it would be pretty cool." Noel looked up at him with a bit of a smile and was glad to see that, for once, he was smiling back at her.

"Oh that reminds me! I got you some things... but I left them in the car when they said you were awake." He at least had the decency to look sheepish about that.

There was a laugh that bubbled up and turned into a cough, the spasms hurting a little less with the help of oxygen. "Well when the doctor comes in then you can go get them. That way I can have some time to assess the situation and you won't have to see me poked by needles. We both win." She winked, choosing to ignore the nervous look on his face. Ever since the beginning he'd been more than a little protective when it came to doctors and her. Even in times when she just needed to have a simple cut cleaned he'd hover. It would take serious threats to get him to back off and, after all their years together, Noel was considering herself an expert in warding off his mother hen behavior.

"I won't argue with you there."

"I don't expect you to." She gave him a wink and a smile, glancing over to the woman in the lab coat that had just walked in.

The doctor looked at her and smiled. "Well it looks like our patient is awake!" She sounded extremely bright and perky, making Noel smile. She'd never met a perky doctor before.

James started standing and covered her in places where the blanket had fallen, giving in to just a bit of fussing. "I'll go get the stuff and see if Steve needs someone to spar with or something."

She watched him speed off, making sure that he was really gone before turning her attention back to the doctor. "James said that you needed to run some tests on me to see how bad things really are."

Doctor Hobbs nodded and walked over to do the basic checks first, writing out Noel's pulse and blood pressure on a chart before taking a look at her eyes. "It's very rare that you get to care for a person that literally had freezer burn." She gently pulled back the hospital gown to look at a rather ugly stained bandage on Noel's shoulder.

"I didn't even feel that... I don't feel that spot at all." Noel looked a bit green as the bandage was taken off to be changed. The skin was red and shiny, other spots scabbed over and weeping.

"That's interesting..." Hobbs applied some ointment and covered it back up, taping the clean bandage in place. "There must be some nerves that were damaged. We'll monitor that particular spot and see if you get feeling back."

Noel nodded and pulled the gown back up, holding out her arm like a good girl when it came time for Doctor Hobbs to take blood from her. It helped to have an IV in her hand already, not needing to be stuck with another needle. If James had been there the doctor would still just be looking at her shoulder. She even let the doctor listen to her breathing, but she had to force herself not to react to the woman's concerned frown. Noel didn't need a stethoscope to know that something was wrong with her lungs. The doctor covered her back up and wrote out a few things on her chart.

"So... Am I going to be out of this room soon or am I here forever?" Noel kept her tone light, trying to get that frown off the woman's face.

Doctor Hobbs made as if she was thinking it over. "Well I think that you're going to be in this bed for a while. We don't exactly know what is healthy for you to do and what's going to knock you out for another week."

She gaped at the woman. "A week?"

"Yeah. You came in here a week ago with the metal armed wonder and he's been hovering ever since. We were starting to think that you'd never wake up." She hooked the chart onto the foot of the bed. "Steve tries to keep him busy, but even Captain America needs a break now and then. There's only so much running and sparring that can be done in a day."

Noel felt a little spike of guilt. If Steve really was James's friend in the beginning then it was probably a bother to watch him fuss over a woman that did nothing but sleep for the week. "Well I'll make sure that he goes and has some fun that doesn't come with fighting or running."

The doctor started to pack away the samples so that for transport to the lab and sighed. "Until we transfer you to an actual hospital for a scan then I can't for certain clear you for any fun." There was a grumble in her voice.

"I take it that no one is being nice about me being transferred."

Hobbs threw her hands up into her air. "It's not even a transfer! It would be maybe six hours of you being out of his reach and he won't allow it."

"That sound like James... But I'm awake now and we can go to the scans in the morning." She smiled at her. "Now go on. You have better things to do than tend to me any longer."

Doctor Hobbs nodded and patted her on her good shoulder before leaving the room. "Okay I'll arrange for transportation tomorrow. You get some rest."

Just like that Noel was alone with her thoughts and allowed to settle into the blankets. James had his friend and her and was free, while she just had him and no one else. It was saddening to think that he could one day decide that he didn't want her hanging on him anymore. While they had affection for each other back at the Hydra base, they'd never actually been allowed to be together like that. She didn't even know if James had wanted her like that, but it seemed like she'd always been in love with him.

She hummed to keep herself from getting depressed and slowly got quieter as sleep took over, curled up under the pile of blankets to keep from freezing.

* * *

James came in with the few bags that he had and set them on the spare chair, glad to have missed the doctor's visit. He watched Noel sleep and smiled as he brought the blankets up to just under her chin. For the week that he'd been there he had to watch as she just lied there, motionless. The doctor had wanted to move her and said so as least twice a day, but he didn't want to risk her getting worse.

Now that she was up and there was color back in her cheeks he felt the tight bundle of anxiety and guilt starting to loosen. It was really Steve that kept him from going insane with worry over Noel's recovery. When he would snap at the nurse or get a little too antsy Steve would stroll in and ask if he was ready for a run or to complain the he needed a sparring partner.

Bucky started to take out the pajamas and other clothing items in the small night stand drawers, figuring that when a female was in he could ask for her to be changed out of the hospital gown. When all was said and done he put the smaller bag on top of the night stand and settled himself in the chair beside her. Giving a look to anyone that tried to come into the room. It might have been a little ridiculous, but he wasn't going to let anyone wake her when it was plain to see that she needed all the rest that she could get.

He thought back to her talk about what they'd be doing now that they were free and could only hope that she knew that she was in his plans even now that they didn't have to be together. Bucky was more worried that the small woman would get better and choose to go out and live her life without him. He didn't know if he would ever be ready for a life without Noel, but if she wanted to leave he wouldn't force her to stay.


End file.
